OTHER INFORMATION.
−Removed: (a) Exhibits required by Item 601 of Regulation SK.
−Removed: Share Exchange Agreement, dated July 6, 2020, by and among New Momentum Corp., Nemo Holding Company Limited, a British Virgin Islands corporation, and the holders of common stock of Nemo Holding Company Limited (5)
+Added: Stock Purchase Agreement
+Added: On April 13, 2021, the Company entered into a Stock Purchase Agreement with Leung Tin Lung David, the Company’s sole director, President and Chief Executive Officer, and majority stockholder, pursuant to which the Company sold to Mr.
+Added: Leung one share of Series A Preferred Stock in exchange for 169,000,000 shares of common stock of the Company.
+Added: The Company subsequently canceled and returned to its authorized capital stock the 169,000,000 shares of common stock purchased from Mr.
+Added: Leung Tin Lung David beneficially owns and has the right to vote 100% of our Series A Preferred Stock, which has voting power equal to 110% of the total voting rights of the Company’s common stock.
+Added: As a result, Mr.
+Added: Leung has controlling voting power in all matters submitted to our stockholders for approval including:
+Added: The election of our board of directors;
+Added: The amendment of our Articles of Incorporation or bylaws;
+Added: The adoption of measures that could delay or prevent a change in control or impede a merger, takeover or other business combination involving us.
+Added: As a result of his ownership and position, Mr.
+Added: Leung is able to substantially influence all matters requiring stockholder approval, including the election of directors and approval of significant corporate transactions.
+Added: Leung’s stock ownership may discourage a potential acquirer from making a tender offer or otherwise attempting to obtain control of us, which in turn could reduce our stock price or prevent our stockholders from realizing a premium over our stock price.
+Added: (a) The following Exhibits, as required by Item 601 of Regulation SK, are attached or incorporated by reference, as stated below.
+Added: Share Exchange Agreement, dated July 6, 2020, by and among the New Momentum Corporation, Nemo Holding Corp., a British Virgin Islands corporation (“Nemo Holding”), and the holders of common shares of Nemo Holding (5)
Articles of Incorporation, dated July 1, 1999 (1)
Amended and Restated Articles of Incorporation, dated December 9, 2010 (2)
−Removed: Certificate of Amendment dated August 10, 2015 (3)
−Removed: Certificate of Amendment dated June 18, 2020.
+Added: Certificate of Correction, dated April 1, 2011*
+Added: Certificate of Amendment to Articles of Incorporation, dated June 18, 2020 (5)
+Added: Certificate of Designation for Series A Preferred Stock, dated March 11, 2021 (6)
Certification of Principal Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.*
Certification of Principal Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.*
−Removed: Certification of Principal Executive Officer and Principal Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
+Added: Certification of Principal Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.*
+Added: Certification of Principal Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.*
XBRL Instance Document*+
4 unchanged sentences
XBRL Taxonomy Extension Presentation Linkbase Document*+
+Added: _______________
Incorporated by reference to the Registrant’s Registration Statement on Form SB-2 (File No.
2 unchanged sentences
000-52273), filed with the Securities and Exchange Commission on November 17, 2010.
−Removed: (3) Filed and incorporated by reference to the Company’s Quarterly Report on Form 10-Q (File No.
−Removed: 000-52273), as filed with the Securities and Exchange Commission on August 14, 2015.
Incorporated by reference to the Registrant’s Annual Report on Form 10-K (File No.
−Removed: 000-52273), filed with the Securities and Exchange Commission on June 24, 2016.
+Added: 000-52273), filed with the Securities and Exchange Commission on April 17, 2015.
+Added: Incorporated by reference to the Registrant’s Annual Report on Form 10-KSB (File No.
+Added: 000-52273), filed with the Securities and Exchange Commission on April 14, 2006.
Incorporated by reference to the Registrant’s Current Report on Form 8-K (File No.
−Removed: 000-52273), filed with the Securities and Exchange Commission on July 8, 2020.
+Added: 000-52273) dated filed with the Securities and Exchange Commission on July 8, 2020.
+Added: Incorporated by reference to the Registrant’s Annual Report on Form 10-K (File No.
+Added: 000-52273) dated filed with the Securities and Exchange Commission on March 26, 2021.
+Added: *Filed herewith.
+ XBRL (Extensible Business Reporting Language) information is furnished and not filed or a part of a registration statement or prospectus for purposes of Sections 11 or 12 of the Securities Act of 1933, as amended, is deemed not filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, and otherwise is not subject to liability under these sections.
1 unchanged sentence
NEW MOMENTUM CORPORATION
−Removed: November 12, 2020
/s/ Leung Tin Lung David
Leung Tin Lung David
−Removed: (principal executive officer, principal accounting officer and principal financial officer)
+Added: President and Chief Executive Offcer
+Added: (principal executive officer,
+Added: principal accounting officer and principal financial officer)
Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.